Statement of Ownership (sc 13g)
February 13 2019 - 1:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
CHECK-CAP
LTD.
(Name of Issuer)
Ordinary Shares
(Title
of Class of Securities)
M2361E203
(CUSIP Number)
February 8, 2019
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. M2361E203
|
SCHEDULE 13G
|
|
1
|
Names of Reporting
Persons.
I.R.S. Identification Nos.
of above persons (entities only).
Smotrich SARL-SPF
(IRS Identification No. (Federal
Tax Identification Number): 98-1373356)
|
2
|
Check the Appropriate Box
if a Member of a Group
(See Instructions)
(a)
o
(b)
o
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
Luxembourg
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
5
|
Sole Voting Power
555,000
|
6
|
Shared Voting Power
0
|
7
|
Sole Dispositive
Power
555,000
|
8
|
Shared Dispositive
Power
0
|
9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
555,000
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
o
|
11
|
Percent of Class
Represented by Amount in Row (9)
6.74%*
*
The percentage reported in this Schedule 13G is calculated based 8,236,267 outstanding Ordinary Shares as of September
30, 2018 as set forth in the Issuer’s Prospectus Supplement under Rule 425(b)(5) filed with the U.S. Securities
and Exchange Commission on February 6, 2019.
|
12
|
Type of Reporting
Person (See Instructions)
CO
|
|
|
|
|
CUSIP No. M2361E203
|
SCHEDULE 13G
|
|
Item 1.
(a) Name of Issuer:
Check-Cap
Ltd.
(b) Address of
Issuer’s Principal Executive Offices:
Check-Cap Building
Abba
Hushi Avenue
P.O.
Box 1271
Isfiya,
30090
Mount
Carmel, Israel
Item 2.
(a)
Name of Person(s) Filing:
Smotrich SARL-SPF
(b) Address of
Principal Business Office or, if none, Residence:
3A Val Sainte Croix
Luxembourg, Luxembourg L-1371
(c) Citizenship:
Luxembourg
(d) Title of
Class of Securities:
Ordinary
Shares
(e) CUSIP Number:
M2361E203
CUSIP No. M2361E203
|
SCHEDULE 13G
|
|
|
Item 3.
|
If this statement is filed
pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
(a) Amount beneficially
owned:
555,000
Ordinary Shares
(b) Percent of
class:
6.74%*
*
The percentage reported
in this Schedule 13G is calculated based 8,236,267outstanding Ordinary Shares as of September 30, 2018 as set forth in the Issuer’s
Prospectus Supplement under Rule 425(b)(5) filed with the U.S. Securities and Exchange Commission on February 6, 2019.
(c) Number of
shares as to which the Reporting Entity has:
(i) Sole power to vote or to direct
the vote:
555,000 Ordinary Shares
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
555,000
Ordinary Shares
(iv) Shared power to dispose or to
direct the disposition of:
0
|
Item 5.
|
Ownership of Five Percent
or Less of a Class.
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following
o
.
|
Item 6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Mr. Alejandro
Weinstein, Chalet les Ecureuils Ouest, Rte. de Zires 17, 3963 Crans-Montana, CH, is the ultimate beneficial owner of the Ordinary
Shares reported herein and as such has
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company.
|
Not applicable.
|
Item 8.
|
Identification and Classification
of Members of the Group.
|
Not applicable.
CUSIP No. M2361E203
|
SCHEDULE 13G
|
|
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Item 9.
|
Notice of Dissolution
of Group.
|
Not applicable.
By
signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.
CUSIP No. M2361E203
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SCHEDULE 13G
|
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SIGNATURE
After reasonable
inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February
13, 2019
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SMOTRICH SARL-SPF
|
|
|
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/s/ Peter
Egan
|
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Name: Peter Egan
|
|
Title: Managing Member
|
|
|
|
/s/ Eric
Osch
|
|
Name: Eric Osch
|
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Title: Managing Member
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